I want someone to sign an NDA, but I have 2 big questions. I don't own a company, so would an NDA work? Would it be between me and him? And also, he is located in the UK, does that affect anything?
1. An NDA is just a contract. An NDA between 2 individuals is just as effective as an NDA between a company and an individual or one between 2 companies. 2. Whenever 2 parties to a contract are in different jurisdictions (different countries or even 2 different states in the U.S.), there are complications. The jurisdictions may have different laws on a particular issue, for example. Although most contracts specify which jurisdiction's law is to be applied to the contract, there are situations in which one jurisdiction may choose to apply its own law despite a provision in the contract which designates the law of the other jurisdiction as the one that governs the contract. In addition, there are problems of enforcing the contract if the other contracting party is not in your own jurisdiction.
Yes the biggest issue you are going to run into is enforcing your NDA. In most cases, just having a written agreement will surfice, depending on your relationship with your worker and what the scope of the project is that you are protecting. But as the above poster alluded to, jurisdictional issues, differences in international laws and your ability to actually enforce the contract are going to come into play.
A Non Disclosure Agreement is just a written contract - a piece of paper that you can present as evidence in a court of law. Unless you have the time, money, and resources to pursue a court case in the UK it doesn't mean much besides a gentleman's agreement.
I would agree, US courts vary from state to state, unless you're Apple, they mean nothing - ladesignandcoding -
Enforcing the contract is the difficult bit. Sometimes you have to wait a few years for the other party to be worth suing, as the owner of Facebook is just finding out.
I have, unfortunately, tried to enforce at least two NDA's in my history. Absolutely to no avail. To get a random attorney to even listen was difficult, much less the ones I had on retainer. Caution about disseminating ANY sensitive information is always prudent.
So the lawyer who charged you for writing the NDA then wasnt willing to assist in enforcing it? Sounds like a much bigger issue there. The "problem" with an NDA is that it only covers information that you give them and not either a) something they already know or b) something someone else subsequently tells them. So, if you want to protect an idea for a new website (as the most common occurance we come across) then we sign your NDA, you come to us and tell us all your ideas and we then can simply turn round and say we already had had the idea (either from ourselves or a previous client). How are you going to prove we didn't? Where NDAs are useful is when you want to give sensitive company information (eg your pricing model) which someone else outside of the organisation certainly wouldn't have. What you may want to consider is a anti-competition agreement instead but, if you want someone to sign one of these you are almost certainly going to have to pay. The broader the terms the more money. For example, if you want to say we can't work on any ecommerce sites for 3 years you're going to have to agree to pay us for a fair proportion of the business we are going to have to turn down over the next three years from other clients. The broader the terms the harder it is also to enforce because of the fact that people/ organisations must be able to earn a living and unless your providing financial compensation for limiting their earning potential the courts tend to declare overly restrictive covernants as unenforceable.
Actually, the document in question was an NDA/Non-Compete and was shot down under the basis of the State of California's statute that disallows any kind of non-compete in an NDA agreement. And from what I understand, state law takes precedent over these agreements...